Headwaters Incorporated Commences Consent Solicitation Related to Its 7⅝% Senior Secured Notes Due 2019

  Headwaters Incorporated Commences Consent Solicitation Related to Its 7⅝%
  Senior Secured Notes Due 2019

Business Wire

SOUTH JORDAN, Utah -- November 12, 2013

(NYSE: HW) – Headwaters Incorporated today announced that it has commenced a
solicitation of consents (“Consent Solicitation”) from the holders of its 7⅝%
Senior Secured Notes due 2019 (CUSIP No. 42210PAQ5) (the “Notes”) to certain
proposed amendments to the indenture governing the Notes. As of November 12,
2013, $400.0 million aggregate principal amount of Notes were outstanding. The
primary purpose of the Consent Solicitation and the proposed amendments is to
modify certain restrictive covenants in the indenture.

Full details of the terms and conditions of the Consent Solicitation are
included in the Consent Solicitation Statement (the “Statement”) and the
accompanying Consent Letter, both of which are dated November 12, 2013.

“Building on our strong 2013 operating performance and reduced debt levels, we
are pursuing consent from our bondholders to amend our existing senior secured
indenture,” said Don P. Newman, Headwaters' Chief Financial Officer. “The
amendments increase our senior secured borrowing capacity from 3.5 to 4.5
times Consolidated Cash Flow, as defined in the indenture. These changes
provide us flexibility to maintain a balanced capital structure, while
delivering value to our stockholders and taking advantage of favorable debt

“We also recently amended our ABL revolver, extending the maturity of the
revolver from October 2014 to October 2018, improving pricing under the
facility, gaining additional flexibility, and maintaining our existing
revolver borrowing capacity,” noted Mr. Newman.

The adoption of the proposed amendments requires the consent of the holders of
at least 66⅔% in aggregate principal amount of Notes outstanding (the
“Required Consents”). The Consent Solicitation will expire at 5:00 p.m., New
York City time, on Wednesday, November 20, 2013, unless extended or earlier
terminated by Headwaters (the “Expiration Date”). Headwaters will make a cash
payment of $15.00 per $1,000 principal amount of Notes (the “Consent Payment”)
to each holder who delivers, and does not validly revoke, a properly completed
and executed consent prior to the Expiration Date. Holders may revoke their
consents at any time prior to the earlier of the Expiration Date, and the time
at which the Required Consent has been obtained. Headwaters expects to make
any and all Consent Payments as soon as practicable after the Expiration Date.

In addition to obtaining the Required Consents, the Consent Solicitation is
subject to the satisfaction, or waiver by Headwaters, of certain general
conditions. If the Consent Solicitation is withdrawn or otherwise not
completed, including as a result of the failure to obtain the Required
Consents or to satisfy or waive these general conditions, the Consent Payment
will not be paid or payable.

Headwaters will execute a supplemental indenture effecting the Proposed
Amendments after the Required Consents have been obtained and the general
conditions have been satisfied or waived.

Copies of the Statement and other Consent Solicitation materials may be
obtained by contacting D.F. King & Co., Inc., the Information and Tabulation
Agent for the Consent Solicitation, at (888) 644-6071 (toll free) or (212)
269-5550 (collect).

Deutsche Bank Securities Inc. is acting as the Solicitation Agent for the
Consent Solicitation. Questions concerning the Consent Solicitation may be
directed to Deutsche Bank Securities at (855) 287-1922.

None of Headwaters, including its Board of Directors, the Information and
Tabulation Agent, the Solicitation Agent, the Trustee for the Notes or any
other person, has made or makes any recommendation as to whether holders of
the Notes should deliver, or refrain from delivering their consent pursuant to
the Consent Solicitation, and no one has been authorized to make such a
recommendation. Holders of the Notes must make their own decisions as to
whether to deliver their consent.

This press release shall not constitute an offer to purchase or a solicitation
of an offer to sell any securities, including the Notes. The Consent
Solicitation is being made only pursuant to the terms of the Statement and
related materials, including the Consent Letter. Holders of the Notes should
read carefully the Statement and related materials, including the Consent
Letter, as they contain important information.

About Headwaters Incorporated

Headwaters Incorporated is dedicated to improving the design, remodeling and
construction experience through advancements in construction materials.
Headwaters is focused on growing its operations within the light building
products and heavy construction material industries. Because of Headwaters'
broad distribution system and superior reputation for quality, it is a market
leader in all of its key niche product categories. www.headwaters.com

Forward Looking Statements

Certain statements contained in this press release are forward-looking
statements within the meaning of federal securities laws and Headwaters
intends that such forward-looking statements be subject to the safe-harbor
created thereby. Forward-looking statements include Headwaters’ expectations
as to the managing and marketing of coal combustion products, the production
and marketing of building materials and products, the licensing of residue
hydrocracking technology and catalyst sales to oil refineries, results from
the sale of coal cleaning assets, the development, commercialization, and
financing of new products technologies and other strategic business
opportunities and acquisitions, and other information about Headwaters. Such
statements that are not purely historical by nature, including those
statements regarding Headwaters’ future business plans, the operation of
facilities, the availability of feedstocks, anticipated benefits from the sale
of coal cleaning assets, and the marketability of the coal combustion
products, building products, and catalysts, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
regarding future events and our future results that are based on current
expectations, estimates, forecasts, and projections about the industries in
which we operate and the beliefs and assumptions of our management. Actual
results may vary materially from such expectations. Words such as “may,”
“should,” “intends,” “plans,” “expects,” “anticipates,” “targets,” “goals,”
“projects,” “believes,” “seeks,” “estimates,” or variations of such words and
similar expressions, or the negative of such terms, may help identify such
forward-looking statements. Any statements that refer to projections of our
future financial performance, our anticipated growth and trends in our
businesses, and other characterizations of future events or circumstances, are
forward-looking. In addition to matters affecting the coal combustion
products, building products, and energy industries or the economy generally,
factors that could cause actual results to differ from expectations stated in
forward-looking statements include, among others, the factors described in the
caption entitled “Risk Factors” in Item 1A in Headwaters’ Annual Report on
Form 10-K for the fiscal year ended September 30, 2012, Quarterly Reports on
Form 10-Q, and other periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and operations,
there can be no assurance that our results of operations will not be adversely
affected by such factors. Unless legally required, we undertake no obligation
to revise or update any forward-looking statements for any reason. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. Our internet address is
www.headwaters.com. There we make available, free of charge, our annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
any amendments to those reports, as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC. Our reports
can be accessed through the investor relations section of our web site.


Headwaters Incorporated
Sharon Madden
Vice President of Investor Relations
Financial Profiles
Tricia Ross, 916-939-7285
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